Exhibit
      4.5

    


    Specimen
      Warrant Certificate

     

    
      	
              NUMBER

              _________

            	
                

            	
              THIS
                WARRANT WILL BE VOID IF NOT

              EXERCISED
                PRIOR TO 5:00 P.M. NEW YORK

              CITY
                TIME,
                                    ,
                2013

            	
                

            	
              WARRANTS

            


    

    


    DR.
      TATTOFF, INC.

    


    CUSIP                    

    


    CLASS
      B WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring
                    ,
      2013 (the “Warrant”) to purchase one fully paid and non-assessable share of
      Common Stock, par value $.0001 per share (“Warrant Shares”), of Dr. Tattoff,
      Inc., a Florida corporation (the “Company”), for each Warrant evidenced by this
      Warrant Certificate. The Warrant entitles the holder thereof to purchase from
      the Company, commencing on the date of separation of the Warrant from the Unit
      as described in Section 2.4 of the Warrant Agreement, dated _________, 2008
      (“Warrant Agreement”), by and between the Company and Interwest Transfer
      Company, Inc. (“Warrant Agent”) such number of Warrant Shares of the Company at
      the price of
      $                    
per share (subject to adjustment), upon surrender of this Warrant Certificate
      and payment of the Warrant Price at the office or agency of the Warrant Agent
      (such payment to be made in cash or by good certified check or good bank draft
      made payable to the Company), but only subject to the conditions set forth
      herein and in the Warrant Agreement. Alternatively, and only in the event there
      is no effective registration statement covering the resale of the Warrant
      Shares, the holder may exercise this Warrant, in whole or in part in a
“cashless” or “net-issue” exercise by delivering to the Warrant Agent and the
      Company’s Chief Financial Officer at the principal offices of the Company, a
      notice of exercise specifying the number of Warrant Shares to be delivered
      to
      such Warrant holder (“Deliverable Shares”) and the number of Warrant Shares with
      respect to which this Warrant is being exercised (“Exercised Shares”). The
      number of Deliverable Shares shall be calculated as follows:

     

    
      	
              #
                of Deliverable Shares = # 
                

            	
              of
                Exercised Shares x Fair Market Value of
                Common Stock less Exercise Price

            
	 	
              Fair
                Market Value of Common
                Stock

            


    

      

    “Fair
      Market Value” at any date shall be deemed to be the average of the daily Closing
      Prices for the twenty (20) consecutive Trading Days immediately preceding such
      date for a share of Common Stock. The “Closing Price” for each day
      shall
      be the last reported sales price on that day or, in case no such reported sale
      takes place on such day, the reported closing bid price, in either case as
      reported in the principal consolidated transaction reporting system for the
      principal United States national securities exchange or if not so listed or
      admitted to trading, the last quoted bid price or, if not quoted, the average
      of
      the high bid and the low asked prices in an over-the-counter market as reported
      by the Over-the-Counter Bulletin Board, Pink Sheets, LLC or such other system
      then in use. If the Common Stock is not so listed or traded, the “Closing Price”
shall mean the fair market value per share as mutually determined in good faith
      by the Company and the holder. If the Company and the holder are unable to
      agree
      upon the fair market value of the Common Stock within ten (10) business days
      of
      the Company’s receipt of the notice of exercise, the determination of the fair
      market value shall be made by an independent public accounting firm with the
      costs and fees of such accounting firm to be shared equally by the Company
      and
      the holder. A “Trading Day” shall be any day on which the principal national
      securities exchange, over-the-counter market or other inter-dealer electronic
      quotation system on which the Common Stock is admitted to trading or listed
      is
      open or, if the Common Stock is not so admitted to trading or so listed, any
      day
      except Saturday, Sunday, a legal holiday or any day on which banking
      institutions in the City of New York are obligated or authorized to
      close.

    


    The
      Warrant Agreement provides that upon the occurrence of certain events the
      Warrant Price and the number of Warrant Shares purchasable hereunder, set forth
      on the face hereof, may, subject to certain conditions, be adjusted. The term
      Warrant Price as used in this Warrant Certificate refers to the price per Share
      at which Warrant Shares may be purchased at the time the Warrant is
      exercised.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    No
      fraction of a Warrant Share will be issued upon any exercise of a Warrant.
      If
      the holder of a Warrant would be entitled to receive a fraction of a Share
      upon
      any exercise of a Warrant, the Company shall, upon such exercise, round up
      on
      the basis of the aggregate number of shares purchasable to the nearest whole
      number Warrant Shares to be issued to the Warrant holder.

    


    Upon
      any
      exercise of the Warrant for less than the total number of full Warrant Shares
      provided for herein, there shall be issued to the registered holder hereof
      or
      the registered holder’s assignee a new Warrant Certificate covering the number
      of Warrant Shares for which the Warrant has not been exercised.

    


    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    


    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    


    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    


    This
      Warrant does not entitle the registered holder to any of the rights of a
      shareholder of the Company.


     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By:

            	
               

            	
                

            	
               

            	
               

            	
               

            	
              By:

            	
               

            	
                

            
	
               

            	
               

            	
              Chief
                Executive Officer

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

    


    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise                                
      Warrants
      represented by this Warrant Certificate, and to purchase the shares of Common
      Stock issuable upon the exercise of such Warrants and (i) encloses a cash
      payment of $______; or (ii) surrenders Warrant Shares pursuant to the cashless
      exercise procedure provided for in the Warrant Certificate. 

    


    In
      the
      event the undersigned elects to subscribe for Warrant Shares by cashless
      exercise of the Warrant, indicate below the number of Warrants Shares to be
      surrendered and provide the calculation for the number of shares to be
      surrendered:

     

    Number
      of
      Shares to be Surrendered: ________________________

    


    Cashless
      Exercise Calculation: _____________________________

    


    The
      undersigned requests that Certificates for such Warrant Shares shall be issued
      in the name of

     

    
      
        

      

    

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

     

    
      
        

      

    

     

    
      

    

     

    
      
(SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    


    and
      be
      delivered to                                       
                                              
                                        
                                        
                      

                                           
                           (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

     

    
      
        

      

       

    

    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

     

    
      	
              Dated:                                     
                       

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (SIGNATURE)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (ADDRESS)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (TAX
                IDENTIFICATION NUMBER)

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    


    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received,                                        
                                              
                                
      hereby
      sell, assign, and transfer unto

     

    
      

    

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

      

    
      

    

     

    
    

    
      

    

     

    
      
 (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and
      be
      delivered to                                       
                                              
                                        
                                        
                  

                                           
                           (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    of
      the
      Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint                                              

    Attorney
      to transfer this Warrant Certificate on the books of the Company, with full
      power of substitution in the premises.

     

    
      	
              Dated:                                     
                                           

            	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
               

            	
              (SIGNATURE)

            


    

    


    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE.

     

    
      
        
        

      

      
        4